[THE LEBRECHT GROUP, APLC LETTERHEAD]


                                 April 16, 2002

E-Rex,  Inc.
11645  Biscayne  Boulevard,  Suite  210
Miami,  FL  33181
Attn:  Carl  E.  Dilley,  President

     RE:     FEE  PROPOSAL

Dear  Mr.  Dilley:

     This letter will confirm our understanding whereby you have agreed to issue
to Brian A. Lebrecht, principal of The Lebrecht Group, APLC, 2,000,000 shares of
common  stock  (the  "Shares")  of  E-Rex,  Inc.  (the  "Company")  as  partial
consideration  for legal services rendered to the Company in the area of general
corporate  legal services and preparing the Company's filings as required by the
Securities  Exchange  Act  of 1934 (the "Services").  Upon sale of any or all of
the  Shares,  an  amount  equal  to 75% of the net proceeds will be applied as a
credit  against amounts due from the Company to The Lebrecht Group, APLC for the
Services.

     If  this letter correctly sets forth our agreement, please indicate by your
signature  below.  Other  than  as set forth herein, the terms and conditions of
the  Engagement Agreement between the Company and The Lebrecht Group, APLC shall
remain  in  full  force  and  effect.

                         Sincerely,


                         /s/ Brian A. Lebrecht, Esq.
                         ______________________________
                         Brian  A.  Lebrecht,  Esq.
                         The  Lebrecht  Group,  APLC

     The  undersigned  hereby confirms and agrees that this letter, executed and
effective  this  16th  day  of  April,  2002,  sets  forth  my understanding and
agreement  with  The  Lebrecht  Group,  APLC.

E-Rex,  Inc.
a  Nevada  corporation

/s/ Carl E. Dilley
____________________________________
By:     Carl  E.  Dilley
Its:     President